Rand Mining Limitedrandmining.com.au/wp-content/uploads/austocks/rnd/... · Directors' report 30 June 2019 3 The directors present their report, together with the financial statements,

Rand Mining Limited

ABN 41 004 669 658

Annual Report - 30 June 2019

Rand Mining Limited Contents 30 June 2019

1

Corporate directory 2

Directors' report 3

Auditor's independence declaration 27

Statement of profit or loss and other comprehensive income 28

Statement of financial position 29

Statement of changes in equity 30

Statement of cash flows 31

Notes to the financial statements 32

Directors' declaration 65

Independent auditor's report to the members of Rand Mining Limited 66

Shareholder information 70

Rand Mining Limited Corporate directory 30 June 2019

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Directors Otakar Demis - Non-Executive Chairman Anthony Billis - Executive Director, Managing Director and Chief Executive Officer Gordon Sklenka - Non-Executive Director Company secretaries Otakar Demis Roland Berzins Notice of annual general meeting The annual general meeting of Rand Mining Limited will be held at: IBIS Styles Hotel 45 Egan Street Kalgoorlie WA 6430 on 27 November 2019 at 10.00am Registered office Suite G1, 49 Melville Parade South Perth WA 6151 Tel: +61 (8) 9474 2113 Fax: +61 (8) 9367 9386 Principal place of business Suite G1, 49 Melville Parade South Perth WA 6151 Correspondence address: PO Box 307 West Perth WA 6872 Share register Advanced Share Registry Services Limited 110 Stirling Highway Nedlands WA 6009 Tel: +61 (8) 9389 8033 Fax: +61 (8) 9262 3723 Auditor Grant Thornton Audit Pty Ltd Central Park Level 43, 152-158 St Georges Terrace Perth WA 6000 Bankers Australia and New Zealand Banking Group Limited ('ANZ') 77 St George's Terrace Perth WA 6000 Stock exchange listing Rand Mining Limited shares are listed on the Australian Securities Exchange (ASX

code: RND) Website www.randmining.com.au Corporate Governance Statement The Company’s directors and management are committed to conducting the Group’s

business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (3rd Edition) (‘Recommendations’) to the extent appropriate to the size and nature of the Group’soperations.

The Company has prepared a Corporate Governance Statement which sets out the

corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations.

The Company’s Corporate Governance Statement and policies, approved at the

same time as the Annual Report, can be found on the Company's website: www.randmining.com.au/Corporate-Governance

Rand Mining Limited Directors' report 30 June 2019

3

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Rand Mining Limited (referred to hereafter as the 'Company', 'parent entity' or 'Rand') and the entities it controlled at the end of, or during, the year ended 30 June 2019. Directors The following persons were directors of Rand Mining Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Otakar Demis - Non-Executive Chairman Anthony Billis - Executive Director, Managing Director and Chief Executive Officer Gordon Sklenka - Non-Executive Director Principal activities The principal activities of the Group during the year were exploration, development and production activities at the Group’s East Kundana Joint Venture tenements. Dividends Dividends paid during the financial year were as follows: Consolidated 30 Jun 2019 30 Jun 2018 $ $ A dividend of 10 cents per ordinary share paid to shareholders on 14 September 2018. 6,014,848 - A special dividend of $1.25 per ordinary share paid to shareholders on 12 October 2018. 75,185,594 - 81,200,442 -

Review of operations The profit for the Group after providing for income tax amounted to $67,388,360 (30 June 2018: $22,103,235). East Kundana Joint Venture The East Kundana Joint Venture ('EKJV') is located 25km west north west of Kalgoorlie and 47km north east of Coolgardie. The EKJV is between Rand Mining Limited ('Rand') (12.25%), Tribune Resources Limited ('Tribune') (36.75%) and Gilt-Edged Mining Pty. Limited (51%). On 1 March 2014, Gilt-Edged Mining became a wholly owned subsidiary of Northern Star Resources Ltd ('Northern Star').


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KUNDANA PROJECT Location Map

Note: The Joint Venture deposits are located within the blue shaded area. Other deposits indicated on this map do not belong to either Rand Mining or the Joint Venture.


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EAST KUNDANA JOINT VENTURE Deposit Locations

Note: The Joint Venture deposits are located within the blue shaded area. Other deposits indicated on this map do not belong to either Rand Mining or the Joint Venture.

Mining Raleigh During the year ended 30 June 2019, 260,911 tonnes of ore were extracted from stopes on the 6034-TL, 5966-TL, 6136, 6119, 6031, 5983, 5932 to 5847, 5795 and 5614 levels and from development headings on the 6136, 6119, 6085, 6067, 6034, 5972 and 5795 levels at the Raleigh Underground mine. The grade was 8.74 g/t. Rand’s entitlement to the ore extracted was 32,614 tonnes, compared to 34,810 tonnes the previous year.


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Mine Claimed Production Raleigh Mined Grade Gold Year (t) (g/t) (oz) 06/07 239,700 16.6 127,700 07/08 234,400 11.9 89,800 08/09 308,512 12.6 124,962 09/10 339,660 13.4 146,670 10/11 323,182 13.4 139,060 11/12 244,799 14.8 116,921 12/13 179,553 14.2 81,930 13/14 87,948 15.7 44,313 14/15 58,362 11.5 21,706 15/16 155,560 9.5 47,302 16/17 182,860 8.7 50,957 17/18 278,478 7.7 68,822 18/19 260,911 8.7 73,344 Rand's entitlement 32,614 8.7 9,168 The sequence of stoping and mine development in the current LOM plan is shown below, where grey represents all stoping and development completed at 30 June 2019, green expected to be completed by mid 2020, pink expected to be completed by mid 2021, blue expected to be completed by mid 2022, red expected to be completed by mid 2023, purple expected to be completed by mid 2024, orange expected to be completed by mid 2025 and black expected to be completed by mid 2026. The extension of mining beyond mid 2026 depends on the results of the current exploration programme.

Rubicon/Hornet/Pegasus During the year ended 30 June 2019, 1,072,429 tonnes of ore were extracted from stopes on the 5995 to 5795 levels and development headings on the 5835 to 5776 levels of the Rubicon ore body; from stopes on the 5865 to 5765 levels and development headings on the 5745 level of the Hornet ore body and from stopes on the 6250 to 6210, 6150, 6130, 6030 and 5990 to 5810, Hera 5828 and Pode 6200 levels and development headings on the 6270, 6250, 5910 to 5730, Hera 5838 to 5808 and 5758 and Pode 6225, 6200, 6093 to 6043 levels of the Pegasus ore body. The grade was 6.04 g/t. Rand’s entitlement to the ore extracted was 131,373 tonnes, compared to 122,065 tonnes the previous year.


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Mine Claimed Production Rubicon/Hornet/Pegasus Mined Grade Gold Year (t) (g/t) (oz) 11/12 78,229 9.6 24,103 12/13 266,113 10.3 88,666 13/14 314,685 11.3 114,454 14/15 605,988 9.5 184,302 15/16 761,483 7.3 178,931 16/17 843,340 7.1 192,487 17/18 996,445 6.2 198,276 18/19 1,072,429 6.0 208,264 Rand's entitlement 131,373 6.0 25,512 The sequence of stoping and mine development in the current LOM plan is shown below, where grey represents all stoping and development completed at 30 June 2019, green expected to be completed by mid 2020, pink expected to be completed by mid 2021, blue expected to be completed by mid 2022, red expected to be completed by mid 2023, purple expected to be completed by mid 2024, orange expected to be completed by mid 2025, black expected to be completed by mid 2026 and magenta expected to be completed by mid 2027. The extension of mining beyond mid 2027 depends on the results of the current exploration programme.

Processing Since January 2013, all EKJV ore has been processed in mainly monthly campaigns at the Kanowna Plant located near Kalgoorlie.


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EKJV Processing at Kanowna and Greenfields Campaign From To Processed (t) KB64 20/07/2018 30/07/2018 52,218 KB65 06/08/2018 24/08/2018 101,172 KB66 04/09/2018 14/09/2018 54,276 GF02 27/09/2018 15/10/2018 50,112 KB67 01/10/2018 15/10/2018 83,267 KB68 06/11/2018 22/11/2018 93,577 GF03 16/11/2018 09/12/2018 56,206 KB69 10/12/2018 24/12/2018 77,467 KB70 03/01/2019 17/01/2019 84,604 KB71 01/02/2019 12/02/2019 58,744 KB72 01/03/2019 20/03/2019 109,717 GF04 17/03/2019 01/04/2019 37,869 KB73 11/04/2019 23/04/2019 71,347 KB74 03/05/2019 20/05/2019 96,525 GF05 07/05/2019 09/03/2019 69,851 KB75 10/06/2019 20/06/2019 62,316 GF06 17/06/2019 03/07/2019 35,332 01/07/2018 30/06/2019 **1,194,602 01/07/2017 30/06/2018 899,290 01/07/2016 30/06/2017 1,005,240 01/07/2015 30/06/2016 894,474 01/07/2014 30/06/2015 620,719 01/07/2013 30/06/2014 423,334 01/07/2012 30/06/2013 *214,255 01/07/2011 30/06/2012 - * An additional 65,996 tonnes of Rand and Tribune Group’s share of EKJV ore were processed at the Greenfields

Plant. ** An additional 144,230 tonnes of Rand and Tribune Group’s share of EKJV ore were processed at the Greenfields

Plant. During the year ended 30 June 2019, 119,834.263 ounces of gold and 20,567.901 ounces of silver were credited to the Rand and Tribune Group Bullion Account. Rand’s share of the gold bullion was 29,958.561 ounces compared to 23,687.856 ounces the previous year.

Rand and Tribune Group Bullion Rand's share To From Gold Silver Gold (oz) (oz) . (oz) 01/07/2018 30/06/2019 119,834 20,567 29,958 01/07/2017 30/06/2018 94,751 14,690 23,687 01/07/2016 30/06/2017 109,451 20,728 27,362 01/07/2015 30/06/2016 103,747 20,647 25,937 01/07/2014 30/06/2015 97,420 21,027 24,355 01/07/2013 30/06/2014 79,907 18,854 19,976 01/07/2012 30/06/2013 95,554 17,248 23,888 01/07/2011 30/06/2012 61,864 15,841 15,466 01/07/2010 30/06/2011 64,716 8,639 16,179 01/07/2009 30/06/2010 77,624 12,019 19,406 01/07/2008 30/06/2009 32,478 4,649 8,119 01/07/2007 30/06/2008 59,638 8,048 14,909 01/07/2006 30/06/2007 49,335 6,640 12,333 01/07/2005 30/06/2006 25,599 3,951 6,399


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Exploration During the year ended 30 June 2019, surface diamond drilling programmes continued across the EKJV leases with a major focus on Raleigh South and Drake prospects. Underground exploration and resource definition diamond drilling programmes continued across the Rubicon-Hornet-Pegasus and Raleigh South mining complexes. The Falcon mineralised corridor has been traced for over 1.5 kilometres and remains open to north and south with extensional and in-fill resource definition drilling underway from both platforms. Details have been reported in the EKJV Quarterly Exploration Reports released to ASX on 7 November 2018, 30 January 2019, 18 April 2019 and 24 July 2019.

Overview of EKJV Projects


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The exploration effort resulted in revised JORC compliant reserve and resource estimates released to the ASX on 5 August 2019.


11

Drill hole intercepts at Raleigh


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Golden Hind Resource Model

Drill hole intercepts at Pegasus, Rubicon and Hornet


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Drill hole intercepts at Pode

Cross section views of Falcon lodes

The major focus of the current drilling programmes will be to: ● bring the Falcon lode to feasibility status; ● extend the K2 hanging wall lodes to the north of Pegasus; and ● extend the RHP hanging wall lode Hera.


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Seven Mile Hill (Rand's interest 50%) Following the evaluation of past exploration across the project area and further gold target generation work, a campaign of aircore drilling testing conceptual targets commenced in late June and will continue through July and August in addition to a programme of deep reverse circulation drilling at several advanced prospects. Corporate Investment in Tribune Resources Ltd Pursuant to the Take-Over Panel orders, all bar, 1,135,000 shares of Rand’s 26.32% shareholding in Tribune Resources Ltd were vested in the Commonwealth, on trust for Rand and to be sold by ASIC, in accordance with the Takeover Panel Orders. The sale has now been completed and the proceeds of this sale have now been fully remitted to Rand, with the balance of funds being received in July 2019. Rand advised the market that it was proposing to seek Court Orders to clarify the position of the remaining 1,135,000 shares in Tribune held by Rand. On 26 July Rand successfully obtained these Court Orders. The effect of these Court Orders is that the purchase of those shares is not invalid. As part of the Court Orders, Rand has undertaken to dispose of these shares within 6 months or such longer period approved by ASIC and Rand is currently complying with ASIC direction with respect to the completion of their sale. Option to acquire Tapeta iron ore project in Liberia With respect to Rand's option to acquire Iron Resources Limited ('IRL') from Resources Capital Limited ('RCL') pursuant to the Option and Access Agreement between Rand, IRL and RCL dated on or about 23 September 2011, as subsequently extended ('Option Agreement'), the Company acknowledges that the underlying tenement interests, the subject of the Option Agreement, had lapsed and were now subject to further applications by RCL in Liberia. As a result, the option agreement had fallen away and is no longer in effect. Share Buy-back programme The Company instigated a 12 month period, share buy-back programme, in which the Company intended to buy-back the Company securities up to a maximum of 6,014,847 shares of its issued capital (representing 10% of the smallest number of issued shares in the last 12 months), at the time of the announcement. The timing and actual number of shares to be purchased was dependent upon market conditions. This commenced on 10 January 2019 and at the date of this report, no shares have been bought.


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Northern Star’s offer to purchase Rand’s interest in the EKJV On or about 13 November 2018, Northern Star Resources Limited ('Northern Star') (ASX code: NST) made an unsolicited $37.5 million offer for Rand Mining and Rand Exploration’s 12.25% interest in the EKJV (Offer). In addition, Northern Star contemporaneously made an unsolicited offer for Tribune Resources Ltd's 36.75% interest in the EKJV. The Board of Rand Mining concluded that the Offer significantly undervalues Rand's interest in the EKJV and resolved to reject the Offer and communicated this to Northern Star. Resources and Reserves At 30 June 2019, the EKJV’s reported Mineral Resource Estimate (excluding Stockpiles but including other Reserves) is 10.97 million tonnes at 6.1 g/t Au for 2.15 million ounces (details in Table 1) and the EKJV’s reported Ore Reserve Estimate (excluding Stockpiles) is 5.80 million tonnes at 5.7g/t Au for 1.06 million ounces (details in Table 2). Comparison with the Mineral Resource Statement for the year ended 30 June 2018 shows an increase of approximately 91,000 ounces representing the following variations: ● No change in gold price from A$1,750/oz; ● Revised resource estimation methodology from June 2018; ● Revised modifying factors used from June 2018; ● Mining depletion at Rubicon, Hornet, Pegasus and Raleigh; ● Reflects substantial drilling at Pegasus, Pode, Raleigh South, Falcon; and ● Maiden resource for Falcon and Golden Hind.

Deposit Rand's

entitlement 30 June 2019

from Table 1 30 June 2018

from the Annual Report 2018 (kt) Au (g/t) Au (koz) (kt) Au (g/t) Au (koz) Raleigh U/G 12.50% 1,365 9.0 396 1,242 11.4 455 Drake U/G 12.25% 92 3.7 11 445 2.7 38 Pegasus U/G 12.25% 2,112 6.6 449

3,954 .

6.7

.

846

. Pode U/G 12.25% 1,823 7.0 410 Rubicon U/G 12.25% 1,481 5.3 254 2,160 5.2 362 Hornet U/G 12.25% 1,580 4.9 249 2,023 4.5 293 Hornet Pit 12.25% 445 4.1 58 684 3.0 65 Golden Hind U/G 12.25% 477 5.2 79 - - - Falcon U/G 12.25% 1,514 4.8 234 - - - Falcon North U/G 12.25% 82 4.1 11 - - - EKJV Mineral Resources (excluding Stockpiles)

10,971

6.1

2,151

10,508

6.1

2,060

Comparison with the Ore Reserve statement for the year ended 30 June 2018 shows a decrease of approximately 176,000 ounces representing the following variations: ● No change to gold price from A$1,500/oz; ● Mining depletion at Rubicon, Hornet, Pegasus and Raleigh; ● Revised cut-off grades to reflect current operations; ● Increase in Ore Reserves at Pode following conversion of mine exploration success; and ● Decrease in Ore Reserves at Pegasus, Rubicon, Hornet and Raleigh from depletion and separation of Pode and

Pegasus reserve areas.


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Deposit Rand's

entitlement 30 June 2019

from Table 2 30 June 2018

from the Annual Report 2018 (kt) Au (g/t) Au (koz) (kt) Au (g/t) Au (koz) Raleigh U/G 12.50% 830 7.4 197 796 8.7 222 Pegasus U/G 12.25% 1,723 5.6 313

3,030 .

6.6

.

644

. Pode U/G 12.25% 1,532 5.8 283 Rubicon U/G 12.25% 1,126 4.8 174 1,545 5.0 248 Hornet U/G 12.25% 460 4.3 64 615 4.7 93 Hornet Pit 12.25% 134 5.8 25 134 5.8 25 EKJV Ore Reserves (excluding Stockpiles)

5,804

5.7

1,055

6,120

6.3

1,231

Mineral Resource and Ore Reserve Governance and Internal Controls The Manager of the EKJV prepares the EKJV Mineral Resources and Ore Reserves on an annual basis in accordance with the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code) 2012 Edition. Competent Persons named by the EKJV Manager are Members or Fellows of the Australasian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists, and qualify as Competent Persons as defined in the JORC Code. The Company is represented on the EKJV Technical Committee which reviews the Mineral Resource and Ore Reserve estimates and procedures undertaken on no less than a quarterly basis. The Company’s Competent Persons and consultants audit internal reviews by the EKJV Manager and external reviews by independent consultants of Mineral Resource and Ore Reserve estimates and procedures. These audits have not identified any material issues. Competent Person Statements The information in the Company’s 2019 Annual Report that relates to Mineral Resource and Ore Reserve estimates for the Company’s EKJV Project Areas is based on information and supporting documentation prepared by the Competent Persons referred to in the ASX announcement detailed in the footnotes to the Minerals Resources and Ore Reserves Tables (Tables) and fairly represents that information. The Mineral Resources and Ore Reserves statement as a whole, as well as the information provided by the Competent Persons referred to in the ASX announcement detailed in the footnotes to the Tables, has been approved by Dr John Andrews, a full-time employee of the Company. Dr Andrews is a Fellow of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr Andrews consents to the inclusion in the Company’s 2019 Annual Report announcement of the matters based on this information in the form and context in which it appears.


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TABLE 1

MINERAL RESOURCES including ORE RESERVES at 30 JUNE 2019 (subject to rounding errors)

ENTITLEMENT

MEASURED INDICATED INFERRED TOTAL RESOURCE

EKJV (%) (kt) Au (g/t) (kt) Au (g/t) (kt) Au (g/t) (kt) Au (g/t)

Au (koz)

Raleigh Underground 12.50 378 11.4 652 9.0 335 6.4 1,365 9.0 396 Drake Underground 12.25 - - 43 4.0 49 3.0 92 3.7 11 Pegasus Underground 12.25 492 6.8 1,474 6.8 146 4.3 2,112 6.6 449 Pode Underground 12.25 372 9.1 1,186 6.6 265 5.7 1,823 7.0 410 Rubicon Underground 12.25 468 5.3 858 5.5 155 4.2 1,481 5.3 254 Hornet Underground 12.25 325 5.8 1,027 4.5 228 5.5 1,580 4.9 249 Hornet Open Pit 12.25 - - 234 5.6 211 2.4 445 4.1 58 Golden Hind Underground 12.25 - - - - 477 5.2 477 5.2 79 Falcon Underground 12.25 - - - - 1,514 4.8 1,514 4.8 234 Falcon North Underground 12.25 - - - - 82 4.1 82 4.1 11

EKJV Mineral Resources (excluding Stockpiles)

2,035 7.6 5,474 6.3 3,462 4.9 10,971 6.1 2,151

EKJV Stockpiles - Raleigh Ore

12.50 41 4.2 - - - - 41 4.2 6

EKJV Stockpiles – Other Ores

12.25 119 3.8 - - - - 119 3.8 14

R&T Stockpiles 25.00 149 3.9 - - - - 149 3.9 18

RAND MINERAL RESOURCES including ORE RESERVES at 30 JUNE 2019

MINERAL RESOURCES ENTITLEMENT

MEASURED INDICATED INFERRED TOTAL RESOURCE

(%) (kt) Au (g/t) (kt) Au (g/t)

(kt) Au (g/t)

(kt) Au (g/t)

Au (koz)

Rand 100.00 307 6.9 672 6.3 425 4.9 1,404 6.0 271


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TABLE 2

EKJV ORE RESERVES at 30 JUNE 2019 (subject to rounding errors)

ENTITLEMENT PROVED PROBABLE PROVED + PROBABLE

EKJV (%) (kt) Au (g/t) (kt) Au (g/t) (kt) Au (g/t) Au (koz)

Raleigh Underground 12.50 242 8.5 588 6.9 830 7.4 197

Pegasus Underground 12.25 551 5.3 1,171 5.8 1,723 5.6 313

Pode Underground 12.25 361 7.7 1,171 5.1 1,532 5.8 283

Rubicon Underground 12.25 265 6.4 861 4.3 1,126 4.8 174

Hornet Underground 12.25 123 5.2 337 4.0 460 4.3 64

Hornet Open Pit 12.25 - - 134 5.8 134 5.8 25

EKJV Ore Reserves (excluding Stockpiles) 1,542 6.6 4,262 5.3 5,804 5.7 1,055

EKJV Stockpiles - Raleigh Ore

12.50 41 4.2 - - 41 4.2 6

EKJV Stockpiles – Other Ores

12.25 119 3.8 - - 119 3.8 14

R&T Stockpiles 25.00 149 3.9 - - 149 3.9 18

RAND ORE RESERVES at 30 JUNE 2019

ORE RESERVES ENTITLEMENT PROVED PROBABLE PROVED + PROBABLE

(%) (kt) Au (g/t) (kt) Au (g/t) (kt) Au (g/t)

Au (koz)

Rand 100.00 247 5.9 524 5.3 770 5.5 137

Notes to tables:

• The gold price used for the Resource calculations was AUD$1,750/oz. • The gold price used for the Reserve calculations was AUD$1,500/oz. • These tables are based on the NST Memorandum, EKJV Summary Resource and Reserve Report – 30 June 2019, lodged by RND with ASX on 5 August 2019. • Raleigh Ore mined from M15/993 is subject to an Ore Division Agreement whereby the Raleigh Ore is divided equally between Gilt Edge Mining and the R&T

Group.


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Significant changes in the state of affairs Investment in Tribune Resources Limited The Company was the holder of a 26.32% shareholding interest in Tribune which was the subject of a Takeovers Panel hearing. On 26 November 2018, under divestment orders by the Takeovers Panel made on 21 November 2018, 12,025,519 shares were vested in ASIC. In total 12,025,619 shares were sold for total consideration of $45,475,896 (net of brokerage and fees). A loss of $2,447,964 on assets held for sale was recognised during the year. As at the date of signing this report, there were no Tribune shares that remain to be sold in accordance with the Panel's orders. Rand continues to hold 1,135,000 Tribune shares and will dispose of them within 6 months as per an order obtained by the Court. Refer to the ASX release on 26 July 2019 for further details. Iron Resources Limited option On 24 September 2018, the Company's option and access agreement relating to its option to acquire Iron Resources Limited from Resources Capital Limited expired and is no longer in effect. There were no other significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year The Company has previously advised the market that it was proposing to seek Court Orders to clarify the position of 1,135,000 shares previously purchased by the Company in Tribune Resources Limited due to those shares being deemed to be void under section 259C of the Corporations Act. On 26 July 2019, the Company successfully obtained the Court Orders and the effect of the Court Orders is that the purchase of those shares is not invalid. As part of the Court Orders, the Company has undertaken to dispose of these shares within six months or such longer period approved by the Australian Securities and Investments Commission ('ASIC'). The Company is in the process of determining who to appoint as investment banker or stockbroker to facilitate the sale of these shares. Subsequent to the year end, the Company relinquished the following tenements relating to Seven Mile Hill, P15/5182 and P15/5183. No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected results of operations The Group intends to continue its exploration, development and production activities on its existing projects and to acquire further suitable projects for exploration as opportunities arise. Environmental regulation The Group is subject to and compliant with all aspects of environmental regulation of its exploration and mining activities. The directors are not aware of any environmental law that is not being complied with. Greenhouse gas and energy data reporting requirements The Group is subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007. The Energy Efficiency Opportunities Act 2006 requires the Group to assess its energy usages, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action the Group intends to take as a result. Due to this Act, the Group, via its participation in the East Kundana Joint Venture ('EKJV') has registered with the Department of Resources, Energy and Tourism as a participant entity and reports the results from its assessments.


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The National Greenhouse and Energy Reporting Act 2007 requires the Group, via its participation in the EKJV, to report its annual greenhouse gas emissions and energy use. The Group has previously implemented systems and processes for the collection and calculation of data. Information on directors Name: Otakar Demis Title: Non-Executive Chairman and Joint Company Secretary Experience and expertise: Otakar is a private investor and businessman with several years' experience as a

director of the Company. Other current directorships: Non-Executive Chairman and Company Secretary of Tribune Resources Limited

(ASX: TBR) Former directorships (last 3 years): None Interests in shares: 4,800 ordinary shares held directly Name: Anthony Billis Title: Executive Director, Managing Director and Chief Executive Officer Experience and expertise: Anthony has over 30 years' experience in gold exploration within the mining industry

in Western Australia. He has been involved in the exploration and development of the Kundana project for over 25 years.

Other current directorships: Executive Director of Tribune Resources Limited (ASX: TBR) Former directorships (last 3 years): None Interests in shares: 15,237,384 ordinary shares (41,547 held directly and 15,195,837 held indirectly) Name: Gordon Sklenka Title: Non-Executive Director Qualifications: B.Comm Experience and expertise: Gordon has worked in Chartered Accounting, Stockbroking and Corporate Advisory in

both Perth and Sydney and has experience in corporate finance in the resources and technology industries predominantly focusing on capital raisings, initial public offerings ('IPOs'), acquisitions and project finance.

Other current directorships: Non-Executive Director of Tribune Resources Limited (ASX: TBR) Former directorships (last 3 years): None Interests in shares: None 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated. 'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated. Company secretaries Roland Berzins (B.Comm, ACPA, FFIN, TA) as joint company secretary has over 20 years' experience in the mining industry. He was previously chief accountant for 6 years at Kalgoorlie Consolidated Gold Mines Pty Ltd ('Kalgoorlie Super Pit'). In addition, Roland has worked as a Senior Mining Analyst for the former BHP iron ore division and has worked for the Mt Newman, Koolan and Cockatoo iron ore project. Since 1996 Roland has been company secretary for a variety of ASX listed companies, and has also had experience in retail, merchant banking, venture capital and SME business advisory. Details of Mr Otakar Demis as joint company secretary can be found in the 'Information of directors' section above.


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Meetings of directors The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2019, and the number of meetings attended by each director were: Full Board Attended Held O Demis 2 2 A Billis 2 2 G Sklenka 2 2 Held: represents the number of meetings held during the time the director held office. Remuneration report (audited) The remuneration report, which has been audited, outlines the director and key management personnel remuneration arrangements for the Group and the Company, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group and Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders and conforms with the market best practice for delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness; ● acceptability to shareholders; ● performance linkage / alignment of executive compensation; and ● transparency. The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group and Company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group and Company. The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by: ● having economic profit as a core component of plan design; and ● attracting and retaining high calibre executives. Additionally, the reward framework should seek to enhance executives' interests by: ● rewarding capability and experience; ● reflecting competitive reward for contribution to growth in shareholder wealth; and ● providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive directors and executive directors' remuneration are separate.


22

Non-executive directors' remuneration Fees and payments to non-executive directors' reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors' fees and payments are reviewed annually by the Board. The Board may seek the advice of independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market (refer 'use of remuneration consultants' below). There are no termination or retirement benefits for non-executive directors other than statutory superannuation. ASX listing rules requires that the aggregate non-executive directors remuneration shall be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 30 November 2005, where the shareholders approved an aggregate remuneration of $160,000. Executive remuneration The Group and Company aims to reward executives with a level and mix of remuneration based on their position and responsibility, which is both fixed and variable. The executive remuneration and reward framework has four components: ● base pay and non-monetary benefits; ● short-term performance incentives; ● share-based payments; and ● other remuneration such as superannuation and long service leave. The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board, based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives can receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and adds additional value for the executive. The short-term incentives ('STI') program is designed to align the targets of the business units with the targets of those executives in charge of meeting those targets. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI') being achieved. KPI’s include profit contribution, customer satisfaction, leadership contribution and product management. The long-term incentives ('LTI') currently consists of long service leave. Group performance and link to remuneration The directors' remuneration levels are not directly dependent upon the Group and Company's performance or any other performance conditions. However, practically, whether shareholders vote for or against an increase in the aggregate director remuneration will depend upon, amongst other things, how the Group and Company have performed. Use of remuneration consultants During the financial year ended 30 June 2019, the Company did not engage remuneration consultants to review its existing remuneration policies or provide recommendations on how to improve both the STI and LTI program. Voting and comments made at the Company's 2018 Annual General Meeting ('AGM') At the last AGM 91.48% of the shareholders voted to adopt the remuneration report for the year ended 30 June 2018. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.


23

Details of remuneration The key management personnel of the Group consisted of the directors of Rand Mining Limited and the following person: ● John Andrews - Manager of Kalgoorlie Operations (resigned effective 31 October 2018) Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables.

Short-term benefits

Post-employment

benefits

Long-term benefits

Share-based

payments

Cash salary Non- Super- Leave Equity- and fees Bonus monetary* annuation benefits settled Total 30 Jun 2019 $ $ $ $ $ $ $ Non-Executive Directors: G Sklenka 92,590 - - - - - 92,590 O Demis 40,000 - - 3,800 - - 43,800 Executive Directors: A Billis 87,490 - 83,889 12,510 - - 183,889 Other Key Management Personnel:

J Andrews** 30,285 - - 4,330 - - 34,615 250,365 - 83,889 20,640 - - 354,894 * Includes car and housing plus applicable fringe benefits tax payable on benefits ** Remuneration is from 1 July 2018 to 31 October 2018 being the date of cessation as a member of key management

personnel

Short-term benefits

Post-employment

benefits

Long-term benefits

Share-based

payments

Cash salary Non- Super- Leave Equity- and fees Bonus monetary* annuation benefits settled Total 30 Jun 2018 $ $ $ $ $ $ $ Non-Executive Directors: G Sklenka 30,000 - - - - - 30,000 O Demis 40,000 - - 3,800 - - 43,800 Executive Directors: A Billis 129,434 9,433 76,406 12,510 - - 227,783 Other Key Management Personnel:

J Andrews 111,590 9,433 - 12,509 - - 133,532 311,024 18,866 76,406 28,819 - - 435,115 * Includes car and housing plus applicable fringe benefits tax payable on benefits


24

The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration STI LTI Name 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 Non-Executive Directors: G Sklenka 100% 100% - - - - O Demis 100% 100% - - - - Executive Directors: A Billis 100% 100% - - - - Other Key Management Personnel:

J Andrews 100% 100% - - - - Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Anthony Billis Title: Executive Director, Managing Director and Chief Executive Officer Term of agreement: Ongoing Details: Base salary, inclusive of superannuation and fringe benefits, for the year ended 30

June 2019 of $183,889, to be reviewed annually by the Board. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2019. Additional information The earnings of the Group for the five years to 30 June 2019 are summarised below: 2019 2018 2017* 2016* 2015* $ $ $ $ $ Sales revenue 79,424,150 44,791,500 34,785,950 32,090,300 24,313,606 EBITDA 81,300,340 34,621,689 27,814,537 26,361,814 17,269,293 EBIT 76,300,539 30,767,118 24,044,268 22,404,640 10,857,428 Profit after income tax 67,388,360 22,103,235 16,521,417 15,287,209 7,302,215 * As previously reported, excludes the reversal of impairment as noted in note 4 to the financial statements. The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2019 2018 2017* 2016* 2015* Share price at financial year end ($) 3.28 2.70 3.00 2.20 2.00 Total dividends declared (cents per share) 135.00 - 10.00 - - Basic earnings per share (cents per share) 112.04 36.75 27.47 25.42 12.04 Diluted earnings per share (cents per share) 112.04 36.75 27.47 25.42 12.04 Share buy-back ($) - - - - 879,241 * As previously reported, excludes the reversal of impairment as noted in note 4 to the financial statements.


25

Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Received Balance at the start of as part of Disposals/ the end of the year remuneration Additions other the year Ordinary shares O Demis 4,800 - - - 4,800 A Billis 15,237,384 - - - 15,237,384 15,242,184 - - - 15,242,184 Loans to key management personnel and their related parties There were no loans to or from key management personnel and their related parties at the current reporting date. Other transactions with key management personnel and their related parties The following transactions occurred with key management personnel and their related parties: Consolidated 30 Jun 2019 $ Payment for other expenses: Payment of royalties to Lake Grace Exploration Pty Ltd * 30,462 Payment for executive accommodation fees to Lake Grace Exploration Pty Ltd * 40,500 Payment for consulting fees to Lake Grace Exploration Pty Ltd * 9,926 Payment of rent, rates and levies for office to Melville Parade Pty Ltd * 62,962 Reimbursement of operating expenses to Iron Resources Liberia Ltd * 473,410 Amounts advanced and repaid during the financial year: Cash advances from/to Tribune Resources Ltd *

1,000,000

* An entity in which Anthony Billis is a director. All transactions were made on normal commercial terms and conditions and at market rates. This concludes the remuneration report, which has been audited. Indemnity and insurance of officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against liabilities that may arise from an officers’ position with the exception of insolvency, conduct involving a wilful breach in relation to the Company, or a contravention of section 182 or 183 of the Corporations Act 2001, an entity that is involved in any joint venture or, partnership or enterprise carried on in common with the Company, outside directorships, any outside entity or non-profit outside entity or any vehicle or entity established to conduct such joint venture partnership or enterprise. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.


26

Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 34 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 34 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: ● all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity

of the auditor; and ● none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code

of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Officers of the Company who are former partners of Grant Thornton Audit Pty Ltd There are no officers of the Company who are former partners of Grant Thornton Audit Pty Ltd. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. Auditor Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors

___________________________ Anthony Billis Director 27 September 2019 Perth

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are

delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to

Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

www.grantthornton.com.au

Level 43 Central Park 152-158 St Georges TerracePerth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850

T +61 8 9480 2000 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of Rand Mining Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Rand

Mining Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTON AUDIT PTY LTD

Chartered Accountants

P W Warr

Partner – Audit & Assurance

Perth, 27 September 2019

27

mailto:[email protected]

Rand Mining Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2019

Consolidated Note 30 Jun 2019 30 Jun 2018 $ $

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

28

Revenue 6 79,424,150 44,791,500 Share of profits of associates accounted for using the equity method 7 43,197,595 11,568,700 Other income gains and losses 66,887 37,568 Interest revenue calculated using the effective interest method 67,278 15,904 Gain on revaluation of equity instruments at fair value through profit or loss 766,053 228,951 Expenses Changes in inventories (10,953,547) 3,484,491 Employee benefits expense (748,101) (640,237) Management fees (486,757) (480,141) Depreciation and amortisation expense 8 (4,999,801) (3,854,571) Impairment of exploration and evaluation assets 17 (617,709) (1,107,397) Disposal of assets held-for-sale 14 (2,447,964) - Mining expenses (16,731,293) (16,334,247) Processing expenses (6,745,063) (4,598,009) Royalty expenses (1,354,847) (1,031,103) Foreign currency losses (10,091) (15,950) Other expenses (2,058,973) (1,314,245) Finance costs 8 (74,181) (53,802) Profit before income tax expense 76,293,636 30,697,412 Income tax expense 9 (8,905,276) (8,594,177) Profit after income tax expense for the year attributable to the owners of Rand Mining Limited

29

67,388,360

22,103,235

Other comprehensive income Items that will not be reclassified subsequently to profit or loss Share of other comprehensive income from associate 486,477 (476,941) Tax on revaluation adjustment in associate (145,943) 54,782 Other comprehensive income for the year, net of tax 340,534 (422,159) Total comprehensive income for the year attributable to the owners of Rand Mining Limited

67,728,894

21,681,076

Cents Cents Basic earnings per share 41 112.04 36.75 Diluted earnings per share 41 112.04 36.75

Rand Mining Limited Statement of financial position As at 30 June 2019

Consolidated Note 30 Jun 2019 30 Jun 2018 1 Jul 2017 $ $ $ (restated) (restated)

The above statement of financial position should be read in conjunction with the accompanying notes 29

Assets Current assets Cash and cash equivalents 10 50,751,457 2,364,146 3,984,339 Trade and other receivables 11 3,615,193 494,423 405,315 Inventories 12 33,901,955 44,757,518 41,269,709 Financial assets at fair value through profit or loss 13 6,185,750 - - Income tax refund due - 595,877 - Prepayments - 6,586 - Total current assets 94,454,355 48,218,550 45,659,363 Non-current assets Investments accounted for using the equity method 14 - 57,960,264 49,500,609 Available-for-sale financial assets - - 267,188 Financial assets at fair value through profit or loss 15 149,662 1,046,139 - Property, plant and equipment 16 12,269,815 10,634,254 7,259,836 Exploration and evaluation 17 1,209,065 1,041,874 754,378 Mine development 18 11,031,972 9,442,475 6,358,938 Deferred tax 19 1,790,814 2,010,551 1,461,492 Total non-current assets 26,451,328 82,135,557 65,602,441 Total assets 120,905,683 130,354,107 111,261,804 Liabilities Current liabilities Trade and other payables 20 4,916,225 5,106,161 5,645,184 Borrowings 21 912,405 748,948 347,190 Income tax payable 22 16,830,296 - 231,295 Provisions 23 69,671 4,198 6,068,816 Total current liabilities 22,728,597 5,859,307 12,292,485 Non-current liabilities Borrowings 24 508,414 822,854 82,239 Deferred tax 25 3,856,748 16,417,667 13,320,887 Provisions 26 273,296 244,103 237,093 Total non-current liabilities 4,638,458 17,484,624 13,640,219 Total liabilities 27,367,055 23,343,931 25,932,704 Net assets 93,538,628 107,010,176 85,329,100

Equity Issued capital 27 16,694,186 16,694,186 16,694,186 Reserves 28 - 580,614 1,126,405 Retained profits 29 76,844,442 89,735,376 67,508,509 Total equity 93,538,628 107,010,176 85,329,100

Refer to note 4 for detailed information on Restatement of comparatives.

Rand Mining Limited Statement of changes in equity For the year ended 30 June 2019

The above statement of changes in equity should be read in conjunction with the accompanying notes 30

Issued Retained Total equity capital Reserves profits

Consolidated $ $ $ $ Balance at 1 July 2017 16,694,186 1,126,405 60,827,797 78,648,388 Adjustment for correction of error (note 4) - - 6,680,712 6,680,712 Balance at 1 July 2017 - restated 16,694,186 1,126,405 67,508,509 85,329,100 Profit after income tax expense for the year - - 22,103,235 22,103,235 Other comprehensive income for the year, net of tax - (422,159) - (422,159) Total comprehensive income for the year - (422,159) 22,103,235 21,681,076 Transfers to retained earnings on early-adoption of AASB 9 - (123,632) 123,632 - Balance at 30 June 2018 16,694,186 580,614 89,735,376 107,010,176

Refer to note 4 for detailed information on Restatement of comparatives. Issued Retained

Total equity capital Reserves profits Consolidated $ $ $ $ Balance at 1 July 2018 16,694,186 580,614 89,735,376 107,010,176 Profit after income tax expense for the year - - 67,388,360 67,388,360 Other comprehensive income for the year, net of tax - 340,534 - 340,534 Total comprehensive income for the year - 340,534 67,388,360 67,728,894 Transactions with owners in their capacity as owners: Derecognition of associate - (921,148) 921,148 - Dividends paid (note 30) - - (81,200,442) (81,200,442) Balance at 30 June 2019 16,694,186 - 76,844,442 93,538,628

Rand Mining Limited Statement of cash flows For the year ended 30 June 2019

Consolidated Note 30 Jun 2019 30 Jun 2018 $ $

The above statement of cash flows should be read in conjunction with the accompanying notes 31

Cash flows from operating activities Receipts from customers (inclusive of GST) 79,520,451 44,791,500 Payments to suppliers and employees (inclusive of GST) (28,300,940) (25,155,907) 51,219,511 19,635,593 Interest received 28,397 15,904 Interest and other finance costs paid (74,181) (53,802) Income taxes paid (3,435,518) (6,818,846) Net cash from operating activities 40 47,738,209 12,778,849 Cash flows from investing activities Payments for investments 15 - (550,000) Payments for property, plant and equipment (2,883,049) (3,043,542) Payments for exploration and evaluation (878,753) (1,310,967) Payments for mine development (4,606,659) (5,454,410) Proceeds from disposal of investments 42,448,952 - Proceeds from disposal of property, plant and equipment 58,309 14,823 Proceeds from dividends 48,693,919 2,632,104 Net cash from/(used in) investing activities 82,832,719 (7,711,992) Cash flows from financing activities Repayment of borrowings (983,175) (672,202) Repayment of cash advances to Tribune Resources Limited (1,000,000) (950,000) Cash advances from Tribune Resources Limited 1,000,000 950,000 Dividends paid 30 (81,200,442) (6,014,848) Net cash used in financing activities (82,183,617) (6,687,050) Net increase/(decrease) in cash and cash equivalents 48,387,311 (1,620,193) Cash and cash equivalents at the beginning of the financial year 2,364,146 3,984,339 Cash and cash equivalents at the end of the financial year 10 50,751,457 2,364,146

Rand Mining Limited Notes to the financial statements 30 June 2019

32

Note 1. General information The financial statements cover Rand Mining Limited as a Group consisting of Rand Mining Limited ('Company', 'parent entity' or 'Rand') and the entities it controlled at the end of, or during, the year (referred to in these financial statements as the 'Group'). The financial statements are presented in Australian dollars, which is Rand Mining Limited's functional and presentation currency. Rand Mining Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Suite G1, 49 Melville Parade South Perth WA 6151 A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 September 2019. The directors have the power to amend and reissue the financial statements. Note 2. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group during the financial year ended 30 June 2019. Except for AASB 9 ‘Financial instruments’ which was early adopted in the prior year, no other new or amended Australian Accounting Standards and Interpretations that are issued, but not yet effective, have been early adopted. The following Accounting Standards and Interpretations are most relevant to the Group: AASB 15 Revenue from Contracts with Customers The Group has adopted AASB 15 from 1 July 2018 using the full retrospective approach on transition. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period. Impact of adoption The Group adopted this standard retrospectively from 1 July 2017 and there was no material impact to any balances recognised in the financial statements. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').


Note 2. Significant accounting policies (continued)

33

Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets at fair value through profit or loss. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 38. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Rand Mining Limited ('Company' or 'parent entity') as at 30 June 2019 and the results of all subsidiaries for the year then ended. Rand Mining Limited and its subsidiaries together are referred to in these financial statements as the 'Group'. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Revenue recognition The Group recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.



34

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability. Sale of gold Sale of gold revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Dividends Dividends are received from financial assets measured at fair value through profit or loss ('FVPL'). Dividends are recognised as other income in profit or loss when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits, unless the dividend clearly represents a recovery of part of the cost of an investment. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a

transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification.



35

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, other receivables have been grouped based on days overdue. Inventories Inventories are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Cost is determined on the following basis: • gold on hand is valued on an average total production cost method; • ore stockpiles are valued at the average cost of mining and stockpiling the ore, including haulage; and • a proportion of related depreciation and amortisation charge is included in the cost of inventory. Associates Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the Group's share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the carrying amount of the investment. When the Group's share of losses in an associate equal or exceed its interest in the associate, including any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The Group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The consolidated entity has recognised its share of jointly held assets, liabilities, revenues and expenses of joint operations. These have been incorporated in the financial statements under the appropriate classifications.



36

Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in profit and loss with a corresponding entry to other comprehensive income. In all other cases, the loss allowance is recognised through profit or loss and reduces the asset’s carrying value. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows: Mining plant and equipment 3 - 10 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Mining plant and equipment and capital work in progress Mining plant and equipment and capital work in progress is carried at cost which includes acquisition, transportation, installation, and commissioning costs. Costs also include present value of decommissioning costs and finance charges capitalised during the construction period where such expenditure is financed by borrowings. Costs are not depreciated until such time as the asset has been completed ready for use.



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Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. Exploration and evaluation Exploration and evaluation expenditures are typically expenses, unless it can be demonstrated that the related expenditures will generate a future economic benefit, in which case these costs are capitalised. Examples of common exploration and evaluation activities Exploration activities which primarily consist of expenditures relating to drilling programs and include, but are not limited to: ● Researching and analysing existing exploration data; ● Conducting geological mapping studies; and ● Exploratory drilling and sampling including: - Taking core samples for analysis (assay work); - Sinking exploratory shafts; - Opening shallow pits; and - Drilling to determine volume and grade of deposits in an area known to contain mineral resources, or for the purpose

of converting mineral resources into proven and probable reserves. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset exceeds its recoverable amount. Where the carrying amount is assessed as exceeding recoverable amount, the excess is recognised as an impairment expense in the profit or loss. Mine development assets Capitalised mine development costs include expenditures incurred to develop new ore bodies to define further mineralisation in existing ore bodies, to expand the capacity of a mine and to maintain production. Mine development also includes costs transferred from the exploration and evaluation phase once production commences in the area of interest. Amortisation of mine development is computed by the units of production basis over the estimated proved and probable reserves. Proved and probable mineral reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits. These reserves are amortised from the date on which production commences. The amortisation is calculated from recoverable proved and probable reserves and a predetermined percentage of the recoverable measured, indicated and inferred resource. This percentage is reviewed annually. Restoration costs expected to be incurred are provided for as part of the development phase that give rise to the need for restoration.



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Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for long service leave not expected to be settled within 12 months of the reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.



39

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Rand Mining Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory have not been early adopted by the Group for the annual reporting period ended 30 June 2019. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.



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AASB 16 Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019. Information on the undiscounted amount of the Group’s operating lease commitments under AASB 117, the current leasing standard, is disclosed in note 36. The Group is considering the available options for transition. To date, work has focused on the identification of the provisions of the standard which will most impact the Group and the next phase is a detailed review of the contracts and the financial reporting impact of AASB 16. The Joint Venture manager is finalising its review of the executory contracts entered into by EKJV Management Pty Ltd in light of the new lease accounting rules under AASB 16. The impact at 1 July 2019, on the basis that the right-of-use assets are measured on transition at the amount of lease liability on adoption, would be to recognise a right-of-use asset of $49,542 and a lease liability of $49,542. New Conceptual Framework for Financial Reporting A revised Conceptual Framework for Financial Reporting has been issued by the AASB and is applicable for annual reporting periods beginning on or after 1 January 2020. This release impacts for-profit private sector entities that have public accountability that are required by legislation to comply with Australian Accounting Standards and other for-profit entities that voluntarily elect to apply the Conceptual Framework. Phase 2 of the framework is yet to be released which will impact for-profit private sector entities. The application of new definition and recognition criteria as well as new guidance on measurement will result in amendments to several accounting standards. The issue of AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework, also applicable from 1 January 2020, includes such amendments. Where the Group has relied on the conceptual framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under Australian Accounting Standards, the Group may need to revisit such policies. The Group will apply the revised conceptual framework from 1 July 2020 and is yet to assess its impact. Other standards and interpretations The directors have also reviewed all other new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2019. As a result of this review the directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change is necessary to Group accounting policies. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.


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Note 3. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Recoverability of assets The recoverable amount of each ‘cash-generating unit’ , ‘investment in associate’, and 'investment in joint arrangement' is determined as the higher of the asset’s fair value less costs to dispose and its value in use. Assessments of value in use and fair value less cost to dispose require the use of estimates and assumptions including discount rates, exchange rates, commodity prices, future capital requirements and future operating performance, as well as the value that a market participant would place on any resources which have yet to be proven as reserves associated with the CGU. Inventories are recognised at the lower of cost and net realisable value which is calculated. The computation of net realisable value involves significant judgements and estimates in relation to future processing costs, commodity prices, foreign exchange rates, and timing of processing and sale. Mine development assets The estimated quantities of economically recoverable reserves and resources are based upon interpretations of geological and geophysical models and require assumptions to be made regarding factors such as estimates of short and long term exchange rates, estimates of short and long term commodity prices, future capital requirements and future operating performance. Changes in reported reserves and resources estimates can impact the carrying value of deferred mining expenditure, intangible assets, provisions for mine rehabilitation, the recognition of deferred tax assets, as well as the amount of depreciation and amortisation charged to the profit or loss. Exploration and evaluation expenditure The application of the Group's accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.


Note 3. Critical accounting judgements, estimates and assumptions (continued)

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Joint arrangements The Group holds a 50% interest in Mount Manning Resources Pty Ltd. The partnership agreements require unanimous consent from all parties for all relevant activities. The two partners own the assets of the partnership as tenants in common and are jointly and severally liable for the liabilities incurred by the partnership. This entity is therefore classified as a joint operation and the Group recognises its direct right to the jointly held assets, liabilities, revenues and expenses as described in note 2. Note 4. Restatement of comparatives Correction of error During certain historic periods prior to 30 June 2013, the Group impaired its investment in associate by $9,543,874. It was subsequently identified that such accumulated impairment and the related impact on deferred tax liabilities ($2,863,162) were presented in error in the earliest presented period (1 July 2017) and that a historical error correction was required. Statement of profit or loss and other comprehensive income As there was no impact on the statement of profit or loss and other comprehensive income for the year ended 30 June 2018, the Group has elected not to show the statement of profit or loss and other comprehensive income. Statement of financial position at the beginning of the earliest comparative period Consolidated 1 Jul 2017 1 Jul 2017 $ $ $ Extract Reported Adjustment Restated Assets Non-current assets Investments accounted for using the equity method 39,956,735 9,543,874 49,500,609 Total non-current assets 56,058,567 9,543,874 65,602,441 Total assets 101,717,930 9,543,874 111,261,804 Liabilities Non-current liabilities Deferred tax 10,457,725 2,863,162 13,320,887 Total non-current liabilities 10,777,057 2,863,162 13,640,219 Total liabilities 23,069,542 2,863,162 25,932,704 Net assets 78,648,388 6,680,712 85,329,100

Equity Retained profits 60,827,797 6,680,712 67,508,509 Total equity 78,648,388 6,680,712 85,329,100


Note 4. Restatement of comparatives (continued)

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Statement of financial position at the end of the earliest comparative period Consolidated 30 Jun 2018 30 Jun 2018 $ $ $ Extract Reported Adjustment Restated Assets Non-current assets Investments accounted for using the equity method 48,416,390 9,543,874 57,960,264 Total non-current assets 72,591,683 9,543,874 82,135,557 Total assets 120,810,233 9,543,874 130,354,107 Liabilities Non-current liabilities Deferred tax 13,554,505 2,863,162 16,417,667 Total non-current liabilities 14,621,462 2,863,162 17,484,624 Total liabilities 20,480,769 2,863,162 23,343,931 Net assets 100,329,464 6,680,712 107,010,176

Equity Retained profits 83,054,664 6,680,712 89,735,376 Total equity 100,329,464 6,680,712 107,010,176

Note 5. Operating segments Identification of reportable operating segments The Group has no separate operating segments as the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources reflect the financial position and performance of the Group as a whole. Major customers During the year ended 30 June 2019 approximately 100% (2018: 100%) of the consolidated entity's external revenue was derived from sales to one customer. Geographical information The Group's revenue and non-current assets are all Australian based and therefore, this information is detailed throughout the financial statements. Note 6. Revenue Consolidated 30 Jun 2019 30 Jun 2018 $ $ Sales of gold 79,424,150 44,791,500

All sales of gold were made in Australia and recognised as point in time revenue.


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Note 7. Share of profits of associates accounted for using the equity method Consolidated 30 Jun 2019 30 Jun 2018 $ $ Share of profit - associates 43,197,595 11,568,700

Share of profit - associates relates to the Company's investment in Tribune Resources Limited (‘Tribune’) from 1 July 2018 to 25 November 2018. From 26 November 2018 the Company ceased to have a significant influence over Tribune. Refer to note 14 for further details of the investment. Note 8. Expenses Consolidated 30 Jun 2019 30 Jun 2018 $ $ Profit before income tax includes the following specific expenses: Depreciation Mining plant and equipment 1,982,640 1,483,697 Amortisation Mine development 3,017,161 2,370,874 Total depreciation and amortisation 4,999,801 3,854,571 Finance costs Interest and finance charges paid/payable 74,181 53,802 Rental expense relating to operating leases Minimum lease payments 76,699 91,245 Superannuation expense Defined contribution superannuation expense 38,662 34,171


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Note 9. Income tax expense Consolidated 30 Jun 2019 30 Jun 2018 $ $ Income tax expense Current tax 21,481,316 5,991,674 Current tax relating to prior periods (483,693) - Deferred tax - origination and reversal of temporary differences (12,472,844) 2,602,503 Deferred tax relating to prior periods 380,497 - Aggregate income tax expense 8,905,276 8,594,177

Deferred tax included in income tax expense comprises: Decrease/(increase) in deferred tax assets (note 19) 219,737 (549,059) Increase/(decrease) in deferred tax liabilities (note 25) (12,312,084) 3,151,562 Deferred tax - origination and reversal of temporary differences (12,092,347) 2,602,503 Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense 76,293,636 30,697,412 Tax at the statutory tax rate of 30% 22,888,091 9,209,224 Tax effect amounts which are not deductible/(taxable) in calculating taxable income:

Non-taxable dividends (14,608,176) (789,631) Non-deductible foreign expenditure 142,023 227,322 Tax effect of other assessable/(not assessable) amounts in calculating taxable income 345,258 (50,850) Sundry items (424) (1,888)

8,766,772 8,594,177 Current year temporary differences not recognised 241,700 - Adjustment recognised for prior periods (103,196) - Income tax expense 8,905,276 8,594,177

Consolidated 30 Jun 2019 30 Jun 2018 $ $ Amounts credited directly to equity Deferred tax liabilities (note 25) (248,835) (54,782) Note 10. Current assets - cash and cash equivalents Consolidated 30 Jun 2019 30 Jun 2018 $ $ Cash on hand 250 250 Cash at bank 50,751,207 2,363,896 50,751,457 2,364,146

Cash at bank bears fixed interest at 1.25% (2018: 1.92%) and cash on hand is non-interest bearing.


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Note 11. Current assets - trade and other receivables Consolidated 30 Jun 2019 30 Jun 2018 $ $ Other receivables 552,258 433,619 Goods and services tax receivable - 60,804 Sale proceeds relating to Tribune shares sold in year but funds not received 3,062,935 - 3,615,193 494,423

Note 12. Current assets - inventories Consolidated 30 Jun 2019 30 Jun 2018 $ $ Ore stockpiles - at cost 6,988,568 7,424,975 Gold in transit - at cost 1,009,620 445,406 Gold on hand - at cost 24,577,918 35,786,507 Silver on hand - at cost 865,527 738,292 Consumables 460,322 362,338 33,901,955 44,757,518

Note 13. Current assets - financial assets at fair value through profit or loss Consolidated 30 Jun 2019 30 Jun 2018 $ $ Listed securities - at fair value through profit or loss 6,185,750 -

Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below: Consolidated 30 Jun 2019 30 Jun 2018 $ $ Opening fair value - - Transfer from investments accounted for using the equity method (note 14) 4,523,219 - Revaluation to profit or loss 1,662,531 - Fair value of financial assets held for sale as at 30 June 2019 6,185,750 -

Refer to note 32 for further information on fair value measurement.


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Note 14. Non-current assets - investments accounted for using the equity method Consolidated 30 Jun 2019 30 Jun 2018 $ $ (restated) Investment in associate - Tribune Resources Limited - 57,960,264

Reconciliation Reconciliation of the carrying amounts at the beginning and end of the current and previous financial year are set out below:

Opening carrying amount - restated 57,960,264 49,500,609 Profit after income tax 43,197,595 11,568,700 Other comprehensive income (16,861) (476,941) Dividend received (48,693,919) (2,632,104) Closing carrying value as at the date significant influence was lost 52,447,079 - Disposal of assets held-for-sale (47,923,860) - Transferred to financial assets at fair value through profit or loss (note 13) (4,523,219) - Closing carrying amount - 57,960,264

The Company was the holder of a 26.32% shareholding interest in Tribune which was the subject of a Takeovers Panel hearing. On 26 November 2018, under divestment orders by the Takeovers Panel made on 21 November 2018, 12,025,519 shares were vested in ASIC. In total 12,025,619 shares were sold for total consideration of $45,475,896 (net of brokerage and fees). A loss of $2,447,964 on assets held for sale was recognised during the year. As at the date of signing this report, there were no Tribune shares that remain to be sold in accordance with the Panel's orders. Rand continues to hold 1,135,000 Tribune shares and will dispose of them within 6 months as per an order obtained by the Court. Refer to the ASX release on 26 July 2019 for further details. Interests in associates Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to the Group are set out below: Ownership interest Principal place of business / 30 Jun 2019 30 Jun 2018 Name Country of incorporation % % Tribune Resources Limited Australia - 26.32%


Note 14. Non-current assets - investments accounted for using the equity method (continued)

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Interests in joint operations Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required. Separate joint venture entities providing joint venturers with an interest to net assets are classified as a joint venture and accounted for using the equity method. Refer to Note 2 'Associates' for a description of the equity method of accounting. The Group has recognised its share of jointly held assets, liabilities, revenues and expenses of joint operations. These have been incorporated in the financial statements under the appropriate classifications. Information relating to joint operations that are material to the Group are set out below: Ownership interest Principal place of business / 30 Jun 2019 30 Jun 2018 Name Country of incorporation % % East Kundana Joint Venture Australia 12.25% 12.25% Note 15. Non-current assets - financial assets at fair value through profit or loss Consolidated 30 Jun 2019 30 Jun 2018 $ $ Listed securities - at fair value through profit or loss 149,662 1,046,139

Reconciliation Reconciliation of the carrying amounts at the beginning and end of the current and previous financial year are set out below:

Opening carrying amount 1,046,139 - Transfer from available-for-sale financial assets on early adoption of AASB 9 - 267,188 Additions - 550,000 Gain/(loss) on revaluation through profit or loss (896,477) 228,951 Closing carrying amount 149,662 1,046,139

Note 16. Non-current assets - property, plant and equipment Consolidated 30 Jun 2019 30 Jun 2018 $ $ Mining plant and equipment - at cost 21,677,646 18,518,385 Less: Accumulated depreciation (9,480,559) (8,417,431) 12,197,087 10,100,954 Construction work in progress - at cost 72,728 533,300 12,269,815 10,634,254


Note 16. Non-current assets - property, plant and equipment (continued)

49

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Mining plant

and

Construction

equipment WIP Total Consolidated $ $ $ Balance at 1 July 2017 6,668,876 590,960 7,259,836 Additions 1,164,324 3,285,987 4,450,311 Disposals (1) - (1) Transfers from exploration and evaluation 407,805 - 407,805 Transfers in/(out) 3,343,647 (3,343,647) - Depreciation expense (1,483,697) - (1,483,697) Balance at 30 June 2018 10,100,954 533,300 10,634,254 Additions 1,213,593 1,759,038 2,972,631 Disposals (97,042) - (97,042) Transfers from exploration and evaluation 742,612 - 742,612 Transfers in/(out) 2,219,610 (2,219,610) - Depreciation expense (1,982,640) - (1,982,640) Balance at 30 June 2019 12,197,087 72,728 12,269,815

Included in mining plant and equipment is $7,344,890 (2018: $5,388,686) of resource extension relating to drilling expenditure on Raleigh, Rubicon/Hornet and Pegasus. Property, plant and equipment secured under finance leases Refer to note 36 for further information on property, plant and equipment secured under finance leases. Note 17. Non-current assets - exploration and evaluation Consolidated 30 Jun 2019 30 Jun 2018 $ $ Exploration and evaluation - at cost 1,209,065 1,041,874


Note 17. Non-current assets - exploration and evaluation (continued)

50

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Exploration

and evaluation Consolidated $ Balance at 1 July 2017 754,378 Additions 1,802,698 Impairment of assets (1,107,397)Transfers to mining plant and equipment (407,805) Balance at 30 June 2018 1,041,874 Additions 1,527,512 Impairment of assets (617,709)Transfers to mining plant and equipment (742,612) Balance at 30 June 2019 1,209,065

The recoverability of the carrying amount of exploration and evaluation assets is dependent upon the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. Impairment At each reporting date the Group undertakes an assessment of the carrying amount of its exploration and evaluation assets. During the year the Group identified indicators of impairment on certain exploration and evaluation assets under AASB 6 'Exploration for and Evaluation of Mineral Resources'. As a result of this review, an impairment loss of $617,709 (2018: $107,397) has been recognised in the statement of profit or loss in relation to areas of interest where no future exploration and evaluation activities are expected. Note 18. Non-current assets - mine development Consolidated 30 Jun 2019 30 Jun 2018 $ $ Mine development - at cost 43,319,553 38,712,895 Less: Accumulated amortisation (32,287,581) (29,270,420) 11,031,972 9,442,475


Note 18. Non-current assets - mine development (continued)

51

Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Mine development Consolidated $ Balance at 1 July 2017 6,358,938 Additions 5,454,411 Amortisation expense (2,370,874) Balance at 30 June 2018 9,442,475 Additions 4,606,658 Amortisation expense (3,017,161) Balance at 30 June 2019 11,031,972

Mine development relates to Raleigh underground development, Rubicon development and Pegasus underground development. Note 19. Non-current assets - deferred tax Consolidated 30 Jun 2019 30 Jun 2018 $ $ Deferred tax asset comprises temporary differences attributable to: Amounts recognised in profit or loss:

Leave provisions 20,901 1,260 Provision for rehabilitation 81,989 73,231 Capitalised mine development costs 1,668,301 1,911,869 Blackhole costs 540 122 Sundry accruals and provisions 19,083 24,069

Deferred tax asset 1,790,814 2,010,551

Movements: Opening balance 2,010,551 1,461,492 Credited/(charged) to profit or loss (note 9) (219,737) 549,059 Closing balance 1,790,814 2,010,551


52

Note 20. Current liabilities - trade and other payables Consolidated 30 Jun 2019 30 Jun 2018 $ $ Trade payables 4,680,126 4,976,696 Accrued expenses 236,099 112,825 Other payables - 16,640 4,916,225 5,106,161

Refer to note 31 for further information on financial instruments. Note 21. Current liabilities - borrowings Consolidated 30 Jun 2019 30 Jun 2018 $ $ Lease liability 912,405 748,948

Refer to note 31 for further information on financial instruments. Note 22. Current liabilities - income tax payable Consolidated 30 Jun 2019 30 Jun 2018 $ $ Provision for income tax 16,830,296 -

Note 23. Current liabilities - provisions Consolidated 30 Jun 2019 30 Jun 2018 $ $ Employee benefits 69,671 4,198

Note 24. Non-current liabilities - borrowings Consolidated 30 Jun 2019 30 Jun 2018 $ $ Lease liability 508,414 822,854

Refer to note 31 for further information on financial instruments.


Note 24. Non-current liabilities - borrowings (continued)

53

Total secured liabilities The total secured liabilities (current and non-current) are as follows: Consolidated 30 Jun 2019 30 Jun 2018 $ $ Lease liability 1,420,819 1,571,802

Assets pledged as security The lease liabilities are effectively secured as the rights to the leased assets, recognised in the statement of financial position, revert to the lessor in the event of default. Note 25. Non-current liabilities - deferred tax Consolidated 30 Jun 2019 30 Jun 2018 $ $ (restated) Deferred tax liability comprises temporary differences attributable to: Amounts recognised in profit or loss:

Investment in associate - 14,130,964 Investments 1,147,481 - Capitalised exploration 2,566,187 1,929,168 Other 143,080 108,701

3,856,748 16,168,833

Amounts recognised in equity:

Investment in associate - 248,834 Deferred tax liability 3,856,748 16,417,667

Movements: Opening balance 16,417,667 13,320,887 Charged/(credited) to profit or loss (note 9) (12,312,084) 3,151,562 Credited to equity (note 9) (248,835) (54,782) Closing balance 3,856,748 16,417,667

Note 26. Non-current liabilities - provisions Consolidated 30 Jun 2019 30 Jun 2018 $ $ Rehabilitation 273,296 244,103

Rehabilitation The provision for rehabilitation covers the following East Kundana joint venture ('EKJV') tenements - M16/309, M15/993, L16/28, L16/38, L16/39, L16/40, L16/54 and L16/69.


Note 26. Non-current liabilities - provisions (continued)

54

The provision for rehabilitation also covers the following key long-lived assets: ● Raleigh: Pit, Raleigh Paleo channel WRD, ROM pad and backfill plant; ● Pope John Pit; ● White Foil - Moonbeam discharge pipeline; and ● Kurrawang Pipeline Corridor. During the financial year, EKJV management reassessed the rehabilitation cost estimate, noting no significant adjustments to the underlying cost estimate applied at 30 June 2019. Movements in provisions Movements in each class of provision during the current financial year, other than employee benefits, are set out below: Rehabilitation Consolidated - 30 Jun 2019 $ Carrying amount at the start of the year 244,103 Impact of revision to expected cashflows (net of accretion) 29,193 Carrying amount at the end of the year 273,296

Note 27. Equity - issued capital Consolidated 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 Shares Shares $ $ Ordinary shares - fully paid 60,148,475 60,148,475 16,694,186 16,694,186

Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options The Company has no options on issue. Share buy-back On 12 December 2018, the Company announced it would extend the on-market buy-back of ordinary shares to 11 December 2019. The number of shares remaining to be bought back is 6,014,847. The market price at the date of the original share buy-back announcement on 11 December 2016 was $1.85. Capital risk management The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.


Note 27. Equity - issued capital (continued)

55

The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The Group is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The Group is subject to certain financing arrangements covenants and meeting these are given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The capital risk management policy remains unchanged from the 2018 Annual Report. Note 28. Equity - reserves Consolidated 30 Jun 2019 30 Jun 2018 $ $ Equity accounting - 580,614

Equity accounting reserve This reserve is used to recognise the share of the increments and decrements of other comprehensive income from the Company’s share in associate using the equity method. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Available- Equity for-sale accounting Total Consolidated $ $ $ Balance at 1 July 2017 123,632 1,002,773 1,126,405 Share of other comprehensive income from associate - (422,159) (422,159) Transferred to retained earnings on early adoption of AASB 9 (123,632) - (123,632) Balance at 30 June 2018 - 580,614 580,614 Share of other comprehensive income from associate - 340,534 340,534 Transfer revaluation of investment in associate to available for sale financial assets (net of tax)

-

(921,148)

(921,148)

Balance at 30 June 2019 - - -


56

Note 29. Equity - retained profits Consolidated 30 Jun 2019 30 Jun 2018 $ $ Retained profits at the beginning of the financial year 89,735,376 60,827,797 Adjustment for correction of error (note 4) - 6,680,712 Retained profits at the beginning of the financial year - restated 89,735,376 67,508,509 Profit after income tax expense for the year 67,388,360 22,103,235 Dividends payable (note 30) (81,200,442) - Transfer from revaluation surplus reserve - 123,632 Transfer from other comprehensive income on derecognition of associate 921,148 - Retained profits at the end of the financial year 76,844,442 89,735,376

Note 30. Equity - dividends Dividends Dividends paid during the financial year were as follows: Consolidated 30 Jun 2019 30 Jun 2018 $ $ A dividend of 10 cents per ordinary share paid to shareholders on 14 September 2018. 6,014,848 - A special dividend of $1.25 per ordinary share paid to shareholders on 12 October 2018. 75,185,594 - 81,200,442 -

Franking credits Consolidated 30 Jun 2019 30 Jun 2018 $ $ Franking credits available for subsequent financial years based on a tax rate of 30% 18,098,387 24,425,368

The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: ● franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date ● franking debits that will arise from the payment of dividends recognised as a liability at the reporting date ● franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date Note 31. Financial instruments Financial risk management objectives The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk. Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units when deemed necessary. Finance reports to the Board on a monthly basis.


Note 31. Financial instruments (continued)

57

Market risk Foreign currency risk The Group is not exposed to any significant foreign currency risk. Price risk The Group is exposed to equity securities price risks and bullion price risk. This arises from investments held by the Group and classified in the statement of financial position as financial assets at fair value through profit or loss and bullion held as inventory. The policy of the Group is to sell gold at spot price and so it has not entered into any hedging contracts. The Group's revenues were exposed to fluctuation in the price of gold. If the average selling price of gold of $1,807.10 (2018: $1,690.50) for the financial year had increased/decreased by 10% the change in the profit before income tax for the Group would have been an increase/decrease of $8,674,072 (2018: $4,591,697). If there was a 10% increase or decrease in market price of gold, the net realisable value of bullion on hand would increase/(decrease) by $5,168,998 (2018: $7,389,565) and the bullion in transit would increase/(decrease) by $209,697 (2018: $90,540). As gold on hand is held at cost there would be no impact on profit or loss. Interest rate risk The Group is not exposed to any significant interest rate risk. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral. The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. The Group has a credit risk exposure with the carrying amount of receivables. For some receivables the Group obtains agreements which can be called upon if the counterparty is in default under the terms of the agreement. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.


Note 31. Financial instruments (continued)

58

Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted average

interest rate

1 year or less

Between 1 and 2 years


Over 5 years

Remaining contractual maturities

Consolidated - 30 Jun 2019 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables - 4,680,126 - - - 4,680,126 Interest-bearing - fixed rate Lease liability 4.37% 952,032 516,919 - - 1,468,951 Total non-derivatives 5,632,158 516,919 - - 6,149,077

Weighted average

interest rate

1 year or less



Over 5 years

Remaining contractual maturities

Consolidated - 30 Jun 2018 % $ $ $ $ $ Non-derivatives Non-interest bearing Trade payables - 4,976,696 - - - 4,976,696 Other payables - 16,640 - - - 16,640 Interest-bearing - fixed rate Lease liability 2.20% 802,440 876,147 - - 1,678,587 Total non-derivatives 5,795,776 876,147 - - 6,671,923 Note 32. Fair value measurement Fair value hierarchy The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total Consolidated - 30 Jun 2019 $ $ $ $ Assets Listed securities - equity (current) 6,185,750 - - 6,185,750 Listed securities - equity (non-current) 149,662 - - 149,662 Total assets 6,335,412 - - 6,335,412


Note 32. Fair value measurement (continued)

59

Level 1 Level 2 Level 3 Total Consolidated - 30 Jun 2018 $ $ $ $ Assets Listed securities - equity (non-current) 1,046,139 - - 1,046,139 Total assets 1,046,139 - - 1,046,139 There were no transfers between levels during the financial year. Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade receivables and trade payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial instruments. Note 33. Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Consolidated 30 Jun 2019 30 Jun 2018 $ $ Short-term employee benefits 334,254 406,296 Post-employment benefits 20,640 28,819 354,894 435,115

Note 34. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the Company, and unrelated firms: Consolidated 30 Jun 2019 30 Jun 2018 $ $ Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements 99,640 90,750 Other services - Grant Thornton Audit Pty Ltd Tax compliance services 22,869 25,516 122,509 116,266

Audit services - Deloitte (EKJV) Audit or review of the financial statements 4,587 4,177


60

Note 35. Contingent liabilities Native title claims have been made with respect to areas which include tenements in which the Group has interests. The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects. Note 36. Commitments Consolidated 30 Jun 2019 30 Jun 2018 $ $ Capital commitments Committed at the reporting date but not recognised as liabilities, payable: Property, plant and equipment 2,345,155 845,403 Lease commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year 396,299 401,178 One to five years 1,417,983 1,515,417 1,814,282 1,916,595

Lease commitments - finance Committed at the reporting date and recognised as liabilities, payable: Within one year 952,032 802,440 One to five years 516,919 876,147 Total commitment 1,468,951 1,678,587 Less: Future finance charges (48,132) (106,785) Net commitment recognised as liabilities 1,420,819 1,571,802

Representing: Lease liability - current (note 21) 912,405 748,948 Lease liability - non-current (note 24) 508,414 822,854 1,420,819 1,571,802

Capital commitments relate to mining capital expenditure commitments relating to the East Kundana Joint Venture. Operating lease commitments include contracted amounts for mining tenement leases. In order to maintain current rights of tenure to mining tenements, the Group will be required to outlay the above-mentioned funds in respect of tenement lease rentals and to meet minimum expenditure requirements of the Western Australian Mines Department. These obligations are expected to be fulfilled in the normal course of operations. Finance lease commitments include contracted amounts for East Kundana Joint Venture underground mining equipment secured under finance leases expiring within 18 to 36 months. Under the terms of the leases, the Group has the option to acquire the leased assets for predetermined residual values on the expiry of the leases.


61

Note 37. Related party transactions Parent entity and ultimate parent entity Rand Mining Limited (‘Rand’) is the parent entity. Tribune Resources Limited is the ultimate parent entity and holds 44.19% of shares in Rand and consolidates Rand for financial reporting purposes. Subsidiaries Interests in subsidiaries are set out in note 39. Associates Interests in associates are set out in note 14. Joint ventures Interests in joint ventures are set out in note 14. Key management personnel Disclosures relating to key management personnel are set out in note 33 and the remuneration report included in the directors' report. Transactions with related parties The following transactions occurred with related parties: Consolidated 30 Jun 2019 30 Jun 2018 $ $ Payment for other expenses: Payment of royalties to Lake Grace Exploration Pty Ltd * 30,462 24,425 Payment for executive accommodation fees to Lake Grace Exploration Pty Ltd * 40,500 27,000 Payment for consulting fees to Lake Grace Exploration Pty Ltd * 9,926 - Option fees paid to Resource Capital Limited * - 6,416 Payment of rent, rates and levies for office to Melville Parade Pty Ltd * 62,962 74,453 Reimbursement of operating expenses to Iron Resources Liberia Ltd * 473,410 - * An entity in which Anthony Billis is a director. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Advances from related parties During the financial year, advances of $1,000,000 (2018: $950,000) were made between Rand Mining Limited and Tribune Resources Limited. These amounts were repaid prior to the reporting date. As disclosed above, there were no receivables from related parties at 30 June 2019. Anthony Billis, Gordon Sklenka and Otakar Demis are directors of Tribune Resources Limited. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates.


62

Note 38. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 30 Jun 2019 30 Jun 2018 $ $ Profit/(loss) after income tax (490,665) 3,540,952 Total comprehensive income (490,665) 3,540,952 Statement of financial position Parent 30 Jun 2019 30 Jun 2018 $ $ Total current assets - 595,877 Total assets 559,062 5,633,642 Total current liabilities 16,899,967 37,840 Total liabilities 76,654,367 37,840 Equity

Issued capital 16,694,186 16,694,186 Accumulated losses (92,789,491) (11,098,384)

Total equity/(deficiency) (76,095,305) 5,595,802

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2019 and 30 June 2018. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 and 30 June 2018. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. ● Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an

indicator of an impairment of the investment.


63

Note 39. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2: Ownership interest Principal place of business / 30 Jun 2019 30 Jun 2018 Name Country of incorporation % % Rand Exploration N.L. Australia 100.00% 100.00% Mount Manning Resources Pty Ltd* Australia 50.00% 50.00% * This is a dormant entity, there was no balances or transactions as at 30 June 2019 and 30 June 2018. Note 40. Cash flow information Reconciliation of profit after income tax to net cash from operating activities Consolidated 30 Jun 2019 30 Jun 2018 $ $ Profit after income tax expense for the year 67,388,360 22,103,235 Adjustments for: Depreciation and amortisation 4,999,801 3,854,571 Net loss/(gain) on disposal of property, plant and equipment 38,733 (14,822) Share of profit from equity accounted investments (43,197,595) (11,568,700) Gain on revaluation of equity instruments at fair value through profit or loss (766,053) (228,951) Net loss on loss of significant influence at fair value through profit or loss 2,447,964 - Impairment of exploration and evaluation 617,709 1,107,397 Non-operating expenses 561,198 - Change in operating assets and liabilities:

Increase in trade and other receivables (57,835) (89,108) Decrease/(increase) in inventories 10,855,563 (3,487,809) Decrease/(increase) in income tax refund due 595,877 (595,877) Decrease/(increase) in deferred tax assets 73,794 (549,059) Decrease/(increase) in prepayments 6,586 (6,586) Decrease in trade and other payables (189,936) (622,949) Increase/(decrease) in provision for income tax 16,830,296 (231,295) Increase/(decrease) in deferred tax liabilities (12,560,919) 3,151,562 Increase/(decrease) in employee benefits 65,473 (49,770) Increase in other provisions 29,193 7,010

Net cash from operating activities 47,738,209 12,778,849

Non-cash investing and financing activities Consolidated 30 Jun 2019 30 Jun 2018 $ $ Acquisition of plant and equipment by means of finance leases 832,192 1,814,575


Note 40. Cash flow information (continued)

64

Changes in liabilities arising from financing activities Lease liability Consolidated $ Balance at 1 July 2017 429,429 Net cash used in financing activities (672,202)Acquisition of assets by means of finance leases 1,814,575 Balance at 30 June 2018 1,571,802 Net cash used in financing activities (983,174)Acquisition of assets by means of finance leases 832,192 Balance at 30 June 2019 1,420,820

Note 41. Earnings per share Consolidated 30 Jun 2019 30 Jun 2018 $ $ Profit after income tax attributable to the owners of Rand Mining Limited 67,388,360 22,103,235

Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 60,148,475 60,148,475 Weighted average number of ordinary shares used in calculating diluted earnings per share 60,148,475 60,148,475

Cents Cents Basic earnings per share 112.04 36.75 Diluted earnings per share 112.04 36.75 Note 42. Events after the reporting period The Company has previously advised the market that it was proposing to seek Court Orders to clarify the position of 1,135,000 shares previously purchased by the Company in Tribune Resources Limited due to those shares being deemed to be void under section 259C of the Corporations Act. On 26 July 2019, the Company successfully obtained the Court Orders and the effect of the Court Orders is that the purchase of those shares is not invalid. As part of the Court Orders, the Company has undertaken to dispose of these shares within six months or such longer period approved by the Australian Securities and Investments Commission ('ASIC'). The Company is in the process of determining who to appoint as investment banker or stockbroker to facilitate the sale of these shares. Subsequent to the year end, the Company relinquished the following tenements relating to Seven Mile Hill, P15/5182 and P15/5183. No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Rand Mining Limited Directors' declaration 30 June 2019

65

In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the

Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes comply with International Financial Reporting Standards as issued by the

International Accounting Standards Board as described in note 2 to the financial statements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June

2019 and of its performance for the financial year ended on that date; and ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due

and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors

___________________________ Anthony Billis Director 27 September 2019 Perth

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delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to

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Independent Auditor’s Report To the Members of Rand Mining Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Rand Mining Limited (the Company) and its subsidiaries (the Group), which

comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss

and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows

for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting

policies, and the Directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

a giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year

ended on that date; and

b complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are

further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are

independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and

the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for

Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled

our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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mailto:[email protected]

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Carrying value of mine development assets – refer to

summary of significant accounting policy Note 2 and Note

18

The Group has recorded a mine development asset totalling

$11,031,972 (2018: $9,442,475) at 30 June 2019 relating to

the further mineralisation in existing ore bodies and to expand

the capacity of the mine to maintain its production.

Amortisation of mine development assets is calculated by the

application of the units of production method, which includes

proved, estimated and probable reserves.

The above estimates and judgements require specific analysis

and valuation expertise. Furthermore, these estimates and

judgements can have an impact on the carrying value of

deferred mining expenditure, provision for mine rehabilitation,

and recognition of deferred tax assets, as well as the amount

of depreciation and amortisation charged.

This area is a key audit matter due to the significant

management estimates and judgment involved in determining

the appropriate accounting treatment.

Our procedures included, amongst others:

obtaining and documenting our understanding of

management’s process and controls related to the

depletion assessment including identification of and

calculation of the applied amortisation;

obtaining management’s reconciliation of capitalised mine

development and agreed to the general ledger;

reviewing management’s amortisation calculation including:

o testing the mathematical accuracy of the

calculations;

o evaluating management’s ability to perform accurate

estimates; and

o agreeing key inputs to supporting documentation

engaging an independent expert to evaluate the resource

and reserve estimates used by the Group’s technical

expert; and

assessing the adequacy of financial report disclosures.

Investments accounted for using the equity method

divestment – refer to summary of significant accounting

policy Note 2 and Note 14

The Group has recorded a loss of $2,447,964 in relation to the

disposal and divestment of shares held in Tribune Resources

Ltd (TBR), previously recorded as an investment accounted

for using the equity method (2018: $57,960,264).

The divestment of shares held in TBR, due to court order,

involves significant complexities in the transition between and

application of accounting standards and the determination of

loss of significant influence.

Included in these TBR investment shares were 1,135,000

shares that were deemed to be void (“Void Shares”). These

shares were not subject to the divestment orders.

This area is a key audit matter due to significant management

judgement involved in the application of accounting standards

and the material amounts reported.

Our procedures included, amongst others:

reading court orders and legal representations relating to

the instructions to divest the TBR shares;

reviewing of the court orders determination that the Void

Shares are not invalid shares;

obtaining management’s assessment and reconciliation of

financial impact of the divestment and agreeing to the

general ledger;

understanding management’s accounting treatment

considerations relevant to the change in the nature of the

TBR Shares and Void Shares held during the period;

assessing the appropriateness of the calculations of the

treatment of the divestment, including whether such

treatment complies with the relevant accounting standards;

and

assessing the adequacy of the related financial statement

disclosures.

67

Information other than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the

Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report

thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or

otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in

accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors

determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material

misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing

Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance

Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our

auditor’s report.

Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 21 to 25 of the Directors’ report for the year ended 30 June

2019.

In our opinion, the Remuneration Report of Rand Mining Limited, for the year ended 30 June 2019 complies with section

300A of the Corporations Act 2001.

68

http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance

with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,

based on our audit conducted in accordance with Australian Auditing Standards.

GRANT THORNTON AUDIT PTY LTD

Chartered Accountants

P W Warr

Partner – Audit & Assurance

Perth, 27 September 2019

69

Rand Mining Limited Shareholder information 30 June 2019

70

The shareholder information set out below was applicable as at 2 September 2019. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Number of holders of ordinary shares 1 to 1,000 251 1,001 to 5,000 202 5,001 to 10,000 52 10,001 to 100,000 70 100,001 and over 23 598

Holding less than a marketable parcel 63

Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued TRIBUNE RESOURCES LIMITED 26,576,764 44.19 TRANS GLOBAL CAPITAL LTD 7,899,584 13.13 HSBC CUSTODY NOMINEES 7,857,834 13.06 NORTHERN STAR RESOURCES 2,925,360 4.86 LAKE GRACE EXPLORATION 2,917,000 4.85 SIERRA GOLD LTD 2,100,000 3.49 RESOURCE CAPITAL LIMITED 1,604,500 2.67 J P MORGAN NOMINEES AUSTRALIA 1,222,132 2.03 RAYPOINT PTY LTD 530,000 0.88 MRS PHANATCHAKORN WICHAIKUL 510,000 0.85 SPECTROK PTY LTD 450,000 0.75 BERNE NO 132 NOMINEES PTY LTD 306,600 0.51 IAN SANDOVER & ASSOCIATES PTY 284,277 0.47 MR FRANCIS WILLIAM REGAN & 274,992 0.46 MR FRANK BOZIC 250,000 0.42 HKT AU PTY LTD 217,829 0.36 SOUTHAM INVESTMENTS 2003 PTY 200,000 0.33 STARWALL PTY LTD 200,000 0.33 ELIXIR ENTERPRISES PTY LTD 150,000 0.25 NIMBY WA PTY LTD 143,453 0.24 56,620,325 94.13

Unquoted equity securities There are no unquoted equity securities.

Rand Mining Limited Shareholder information 30 June 2019

71

Substantial holders Substantial holders in the Company are set out below: Ordinary shares % of total shares Number held issued TRIBUNE RESOURCES LIMITED 26,576,764 44.19 TRANS GLOBAL CAPITAL LTD 7,899,584 13.13 HSBC CUSTODY NOMINEES 7,857,834 13.06 NORTHERN STAR RESOURCES 2,925,360 4.86 LAKE GRACE EXPLORATION 2,917,000 4.85 SIERRA GOLD LTD 2,100,000 3.49 Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. Tenements

Description Tenement number

Interest owned %

Western Australia, Australia Kundana

M15/1413

12.25

Kundana M15/993 12.25 Kundana M16/181 12.25 Kundana M16/182 12.25 Kundana M16/308 12.25 Kundana M16/309 12.25 Kundana M16/325 12.25 Kundana M16/326 12.25 Kundana M16/421 12.25 Kundana M16/428 12.25 Kundana M24/924 12.25 Seven Mile Hill M15/1233 50.00 Seven Mile Hill M15/1234 50.00 Seven Mile Hill M15/1291 50.00 Seven Mile Hill M15/1388 50.00 Seven Mile Hill M15/1394 50.00 Seven Mile Hill M15/1409 50.00 Seven Mile Hill M15/1743 50.00 Seven Mile Hill M26/563 50.00 Mt Celia * P15/6370 50.00 West Kimberley * E04/2548 100.00 Red Lake 1 * P15/6398 50.00 Red Lake 2 * P15/6399 50.00 Red Lake 3 * P15/6400 50.00 Blue Dam * P15/6401 50.00 Yikari * P26/4476 50.00 Yikari * P26/4477 50.00 * Under application

Documents

Rand Mining Limitedrandmining.com.au/wp-content/uploads/austocks/rnd/... · Directors' report 30 June 2019 3 The directors present their report, together with the financial statements,